Common use of REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. Each of the Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this Article III are true and correct, except as set forth in the disclosure schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Company (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, and except to the extent that it is clear from the context thereof that such disclosure also applies to any other paragraph, the disclosures in any paragraph of the Parent Disclosure Schedule shall qualify only the corresponding paragraph in this Article III. For purposes of this Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers of the Parent, as well as any other knowledge which such executive officers would have possessed had they made reasonable inquiry with respect to the matter in question.

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Lifeapps Digital Media Inc.), Agreement and Plan of Merger and Reorganization (Boldface Group, Inc.), Agreement and Plan of Merger and Reorganization (Organovo Holdings, Inc.)

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REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. Each of the The Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this Article ARTICLE III are true and correct, except as set forth in the disclosure schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Company (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article ARTICLE III, ; and except to the extent that it is clear reasonably apparent from the context thereof that such disclosure also applies to any other paragraphnumbered paragraph contained in this ARTICLE III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify only the such other corresponding numbered paragraph in this Article ARTICLE III. For purposes of this Article ARTICLE III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of the any director or executive officers officer of the Parent, Parent as well as any other knowledge which such executive officers person would have possessed had they such person made reasonable inquiry with respect to of directors and key employees of the matter in questionParent and the accountants and attorneys of the Parent.

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Serve Robotics Inc. /DE/), Agreement and Plan of Merger and Reorganization (Laffin Acquisition Corp.), Agreement and Plan of Merger and Reorganization (Aeluma, Inc.)

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. Each of the Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this Article III are true and correct, except as set forth in the disclosure schedule Parent Disclosure Schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Company Parent (the "Parent Disclosure Schedule"). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, and except to the extent that it is clear from the context thereof that such disclosure also applies to any other paragraph, the disclosures in any paragraph of the Parent Disclosure Schedule shall qualify only the corresponding paragraph in this Article III. For purposes of this Article III, the phrase "to the knowledge of the Parent" or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers of the Parent, as well as any other knowledge which such executive officers would have possessed had they made reasonable inquiry with respect to the matter in question.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Oxford Ventures Inc), Agreement and Plan of Merger (High Tide Ventures, Inc.), Agreement and Plan of Merger and Reorganization (Alternative Energy Sources Inc)

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. Each of the Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this Article III are true and correct, except as set forth in the disclosure schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Company (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, ; and except to the extent that it is clear from the context thereof that such disclosure also applies to any other paragraphnumbered paragraph contained in this Article III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify only the such other corresponding numbered paragraph in this Article III. For purposes of this Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers any officer or director of the Parent, Parent (which shall include the Buyer) as well as any other knowledge which such executive officers person would have possessed had they such person made reasonable inquiry of appropriate officers, directors, key employees, accountants and attorneys of the Parent with respect to the matter in question.

Appears in 3 contracts

Samples: Asset Purchase Agreement (REGAL ONE Corp), Asset Purchase Agreement (REGAL ONE Corp), Agreement and Plan of Merger and Reorganization (Neurotrope, Inc.)

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. Each of the The Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this Article III are are, after giving effect to the Split-Off (unless otherwise stated to the contrary), true and correct, except as set forth in the disclosure schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Company (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, ; and except to the extent that it is clear from the context thereof that such disclosure also applies to any other paragraphnumbered paragraph contained in this Article III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify only the such other corresponding numbered paragraph in this Article III. For purposes of this Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers any officer or director of the Parent, Parent as well as any other knowledge which such executive officers person would have possessed had they such person made reasonable inquiry of appropriate officers, directors, key employees, accountants and attorneys of the Parent with respect to the matter in question.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Akoustis Technologies, Inc.), Agreement and Plan of Merger and Reorganization (Enumeral Biomedical Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Enumeral Biomedical Holdings, Inc.)

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. Each of the Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this Article III are true and correct, except as set forth in the disclosure schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Company (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, ; and except to the extent that it is clear from the context thereof that such disclosure also applies to any other paragraphnumbered paragraph contained in this Article III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify only the such other corresponding numbered paragraph in this Article III. For purposes of this Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers any officer or director of the Parent, Parent or the Acquisition Subsidiary as well as any other knowledge which such executive officers person would have possessed had they such person made reasonable inquiry of appropriate officers, directors, key employees, accountants and attorneys of the Parent or the Acquisition Subsidiary with respect to the matter in question.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Content Checked Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Ekso Bionics Holdings, Inc.)

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. Each of the The Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this Article III ARTICLE 3 are true and correct, except as set forth in the disclosure schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Company (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, ARTICLE 3; and except to the extent that it is clear reasonably apparent from the context thereof that such disclosure also applies to any other paragraphnumbered paragraph contained in this ARTICLE 3, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify only the such other corresponding numbered paragraph in this Article IIIARTICLE 3. For purposes of this Article IIIARTICLE 3, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of the any director or executive officers officer of the Parent, Parent as well as any other knowledge which such executive officers person would have possessed had they such person made reasonable inquiry with respect to of directors and key employees of the matter in questionParent and the accountants and attorneys of the Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Amesite Operating Co), Agreement and Plan of Merger and Reorganization (Amesite Inc.)

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REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. Each of the Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this Article III are true and correct, except as set forth in the disclosure schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Company (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, III and except to the extent that it is clear from the context thereof that such disclosure also applies to any other numbered paragraph, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify only the corresponding numbered paragraph in this Article III. For purposes of this Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers any officer or director of the Parent, Parent as well as any other knowledge which such executive officers person would have possessed had they such person made reasonable inquiry of appropriate officers, directors, key employees, accountants and attorneys of the Parent with respect to the matter in question.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Anvex International, Inc.), Agreement and Plan of Merger and Reorganization (Dynastar Holdings, Inc.)

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. Each of the The Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this Article III are true and correct, except as set forth in the disclosure schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Company (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, ; and except to the extent that it is clear reasonably apparent from the context thereof that such disclosure also applies to any other paragraphnumbered paragraph contained in this Article III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule Schedules shall qualify only the such other corresponding numbered paragraph in this Article III. For purposes of this Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers Xxxxxxxx XxXxxxxx, Xxxxx XxXxxxxx and Cem (Xxx) Alptekin following reasonable inquiry of appropriate officers, directors and key employees of the Parent, as well as any other knowledge which such executive officers would have possessed had they made reasonable inquiry with respect to Company and the matter in questionaccountants and attorneys of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Solbright Group, Inc.)

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. Each of the Parent and the Acquisition Subsidiary Corp. represents and warrants to the Company that the statements contained in this Article III are true and correct, except as set forth in the disclosure schedule Parent Disclosure Schedule provided by the Parent and the Acquisition Subsidiary Corp. to the Company on the date hereof and accepted in writing by the Company (the Parent Disclosure Schedule). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, and except to the extent that it is clear from the context thereof that such disclosure also applies to any other paragraph, the disclosures in any paragraph of the Parent Disclosure Schedule shall qualify only the corresponding paragraph in this Article III. For purposes of this Article III, the phrase to the knowledge of the Parent' or any phrase of similar import shall be deemed to refer to the actual knowledge of Rxxxxx Xxxxxx, the sole executive officers officer of the Parent, as well as any other knowledge which such executive officers officer would have possessed had they she made reasonable inquiry with respect to the matter in question.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Confederate Motors, Inc.)

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